Item 3.02. Unregistered Sale of Equity Securities

On October 19, 2021, in connection with the closing of Penn National Gaming, Inc.'s (the "Company") previously announced acquisition of Score Media and Gaming Inc., a British Columbia corporation ("theScore"), and pursuant to the Arrangement Agreement, dated as of August 4, 2021, by and among the Company, 1317774 B.C. Ltd., a British Columbia corporation and an indirect wholly owned subsidiary of the Company ("Purchaser"), and theScore (as amended, the "Arrangement Agreement"), the Company issued a total of 12,319,340 shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock"), 311,119 options to purchase Company Common Stock ("Company Option") and 472,588 restricted stock units covering Company Common Stock ("Company RSU") and Purchaser issued a total of 768,441 shares of Purchaser that are exchangeable into Company Common Stock ("Exchangeable Shares"), in each case to holders of Class A Subordinate Voting Shares, Special Voting Shares, options or restricted share units of theScore, as applicable. The transactions contemplated by the Arrangement Agreement were implemented by way of a court-approved plan of arrangement (the "Plan of Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia), as amended (the "Arrangement").

Each Exchangeable Share will be exchangeable into one share of Company Common Stock (the "Exchangeable Share Exchange Ratio") at the option of the holder, subject to certain adjustments. In addition, Purchaser may require all outstanding Exchangeable Shares to be exchanged into shares of Company Common Stock at any time following the fifth anniversary of the closing, or earlier under certain circumstances. Holders of Exchangeable Shares will be entitled to receive dividends economically equivalent to the dividends declared by the Company with respect to the Company Common Stock, unless there is an adverse tax consequence to Purchaser and Purchaser elects to equitably adjust the Exchangeable Share Exchange Ratio in lieu of paying such equivalent dividend. The Company Options and Company RSUs will continue to be governed by substantially the same terms and conditions applicable to the corresponding option or restricted share unit award granted by theScore prior to the consummation of the Arrangement (including, but not limited to, the term to expiration, conditions to and manner of exercising, if applicable, and the vesting schedule).

The shares of Company Common Stock, Company Options, Company RSUs and Exchangeable Shares (collectively "Issued Securities") were issued in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities Act"). The Supreme Court of British Columbia (the "Court") was advised that the Company and Purchaser intended to reply upon Section 3(a)(10) of the Securities Act in connection with the issuance of the Issued Securities based upon the Court's approval of the Arrangement. Following a hearing that was open to any person entitled to receive Issued Securities pursuant to the Arrangement Agreement and the Plan of Arrangement, the Court on October 14, 2021 approved the Arrangement and determined that the Arrangement was procedurally and substantively fair and reasonable to those parties affected by the Arrangement, including all persons who were entitled to receive Issued Securities pursuant to the Arrangement.




 Item 8.01. Other Events

On October 19, 2021, the Company issued a joint press release, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K, announcing the completion of the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit No. Description

99.1 Press Release, dated October 19, 2021, issued by Penn National Gaming,


            Inc. and Score Media and Gaming Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL


            document)

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